(c) This Lease Extension and Amendment Agreement have been duly authorized,
executed and delivered by Lessor and constitute the legal, valid and binding
obligations of Lessor enforceable in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium
or other similar laws affecting creditors' rights generally and subject to
principles of equity;

 (d) The execution and delivery by Lessor of this Lease Extension and
Amendment Agreement will not conflict with or result in any breach of,
constitute any default under, or result in the creation of any lien, charge or
encumbrance pursuant to, any applicable law, any term or provision of Lessor's
articles of incorporation or by-laws or any judgment, order, writ, injunction,
or decree of any court, commission, board of Governmental Entity, or contravene
any indenture, mortgage, credit agreement, lease, license, contract or other
agreement to which Lessor is a party or by which it is bound;

 (e) All consents or approvals required of Lessor by any Governmental Entity
in connection with the execution and delivery of this Lease Extension and
Amendment Agreement and the consummation by Lessor of the transactions
contemplated hereby and thereby have been duly obtained or waived;

 (f) There are no pending or threatened actions or proceedings before any
court or administrative agency or other matters which might materially adversely
affect the ability of Lessor to perform its obligations under this Lease
Extension and Amendment Agreement; and

 (g) Head Lessor has given its consent to this Amendment and, to the extent
necessary, the Head Lease has been amended accordingly.

6. Conditions Precedent.